Common use of Third Party Royalties Clause in Contracts

Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products: (a) in the case of any payments to Medical School under Other Medical School Licenses with respect to Licensed Products under this Agreement, the royalty payment made by Company to Medical School under this Agreement for the applicable Royalty Payment shall be reduced by fifty percent (50%) of the aggregate amounts payable for the same Royalty Period under the Other Medical School Licenses (before making any similar reduction in those payments pursuant to a corresponding reduction clause in those agreements), with a minimum floor of {***} of Net Sales of Licensed Products or {***} of the Sublicense Income to be paid under this Agreement; and (b) in the case of payments to one or more third parties, an offset of fifty percent (50%) of the amount paid to third parties may be taken by Company against any royalties payable by Company to the Medical School under this Agreement with a minimum floor of {***} of Net Sales of Licensed Products or {***} of all Sublicense Income, provided that in no event shall the royalty payments under Section 4.5 and 4.7, when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%); in the case of payments to one or more third parties, Medical School shall receive {***} of the Sublicense Income net of the foregoing third party payments; and (c) in the case of both payments under Other Medical School Licenses and to third parties in the same Royalty Period, the reduction described in (i) above shall first be made, and then the offset described in (ii) above shall be taken, provided that only a pro rata amount of the offset pursuant to (ii) above shall be taken against the royalties payable under this Agreement (with the pro-ration calculated based on the relative royalty rates under this Agreement and the Other Medical School Licenses), with a minimum floor under this Agreement of {***} of Net Sales of Licensed Products and {***} of Sublicense Income. By way of illustration, assume a royalty of {***} under the Other Medical School Licenses of Net Sales of Licensed Products and a payment of {***} of Net Sales of Licensed Products to a third party. The reduction and offsets calculation would be as follows: (i) The {***} of Net Sales of Licensed Products would be reduced to {***} of Net Sales of Licensed Products (i.e., a reduction of 50% of the {***} of Net Sales of Licensed Products under Other Medical School Licenses); and (ii) The remaining {***} of Net Sales of Licensed Products would be offset by an amount equal to {***} of Net Sales of Licensed Products, for a net royalty to the Medical School under this Agreement of {***} of Net Sales of Licensed Products (i.e., the offset of 50% of the {***} of Net Sales of Licensed Products payable to the third party is allocated pro rata against Medical School under this Agreement, with {***} of this net offset of {***} of Net Sales of Licensed Products being allocated to the royalties under this Agreement (the {***} royalty rate under this Agreement divided by the {***} royalty rate under this Agreement plus the {***} royalty rate under the Other Medical School Licenses)).

Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products: (a) in the case of any payments to Medical School under Other Medical School Licenses with respect to Licensed Products under this Agreement, the royalty payment made by Company to Medical School under this Agreement for the applicable Royalty Payment shall be reduced by fifty percent (50%) of the aggregate amounts payable for the same Royalty Period under the Other Medical School Licenses (before making any similar reduction in those payments pursuant to a corresponding reduction clause in those agreements), with a minimum floor of {***} of Net Sales of Licensed Products or {***} of the Sublicense Income to be paid under this Agreement; and (b) in the case of payments to one or more third parties, an offset of fifty percent (50%) of the amount paid to third parties may be taken by Company against any royalties payable by Company to the Medical School under this Agreement with a minimum floor of {***} of Net Sales of Licensed Products or {***} of all Sublicense Income, provided that in no event shall the royalty payments under Section 4.5 and 4.7, when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%); in the case of payments to one or more third parties, Medical School shall receive {***} of the Sublicense Income net of the foregoing third party payments; and (c) in the case of both payments under Other Medical School Licenses and to third parties in the same Royalty Period, the reduction described in (i) above shall first be made, and then the offset described in (ii) above shall be taken, provided that only a pro rata amount of the offset pursuant to (ii) above shall be taken against the royalties payable under this Agreement (with the pro-ration calculated based on the relative royalty rates under this Agreement and the Other Medical School Licenses), with a minimum floor under this Agreement of {***} of Net Sales of Licensed Products and {***} of Sublicense Income. By way of illustration, assume a royalty of {***} under the Other Medical School Licenses of Net Sales of Licensed Products and a payment of {***} of Net Sales of Licensed Products to a third party. The reduction and offsets calculation would be as follows: (i) The {***} of Net Sales of Licensed Products would be reduced to {***} of Net Sales of Licensed Products (i.e., a reduction of 50% of the {***} of Net Sales of Licensed Products under Other Medical School Licenses); and (ii) The remaining {***} of Net Sales of Licensed Products would be offset by an amount equal to {***} of Net Sales of Licensed Products, for a net royalty to the Medical School under this Agreement of {***} of Net Sales of Licensed Products (i.e., the offset of 50% of the {***} of Net Sales of Licensed Products payable to the third party is allocated pro rata against Medical School under this Agreement, with {***} 33 1/3% of this net offset of {***} of Net Sales of Licensed Products being allocated to the royalties under this Agreement (the {***} royalty rate under this Agreement divided by the {***} royalty rate under this Agreement plus the {***} royalty rate under the Other Medical School Licenses)).

Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products: (a) in the case of any payments to Medical School under Other Medical School Licenses with respect to Licensed Products under this Agreement, the royalty payment made by Company to Medical School under this Agreement for the applicable Royalty Payment shall be reduced by fifty percent (50%) of the aggregate amounts payable for the same Royalty Period under the Other Medical School Licenses (before making any similar reduction in those payments pursuant to a corresponding reduction clause in those agreements), with a minimum floor of {[* * ***} ] of Net Sales of Licensed Products or {[* * ***} ] of the Sublicense Income to be paid under this Agreement; and (b) in the case of payments to one or more third parties, an offset of fifty percent (50%) of the amount paid to third parties may be taken by Company against any royalties payable by Company to the Medical School under this Agreement with a minimum floor of {[* * ***} ] of Net Sales of Licensed Products or {[* * ***} ] of all Sublicense Income, provided that in no event shall the royalty payments under Section 4.5 and 4.7, when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%); in the case of payments to one or more third parties, Medical School shall receive {[* * ***} ] of the Sublicense Income net of the foregoing third party payments; and (c) in the case of both payments under Other Medical School Licenses and to third parties in the same Royalty Period, the reduction described in (i) above shall first be made, and then the offset described in (ii) above shall be taken, provided that only a pro rata amount of the offset pursuant to (ii) above shall be taken against the royalties payable under this Agreement (with the pro-ration calculated based on the relative royalty rates under this Agreement and the Other Medical School Licenses), with a minimum floor under this Agreement of {[* * ***} ] of Net Sales of Licensed Products and {[* * ***} ] of Sublicense Income. By way of illustration, assume a royalty of {[* * ***} ] under the Other Medical School Licenses of Net Sales of Licensed Products and a payment of {[* * ***} ] of Net Sales of Licensed Products to a third party. The reduction and offsets calculation would be as follows: (i) The {[* * ***} ] of Net Sales of Licensed Products would be reduced to {[* * ***} ] of Net Sales of Licensed Products (i.e., a reduction of 50% of the {[* * ***} ] of Net Sales of Licensed Products under Other Medical School Licenses); and (ii) The remaining {[* * ***} ] of Net Sales of Licensed Products would be offset by an amount equal to {[* * ***} ] of Net Sales of Licensed Products, for a net royalty to the Medical School under this Agreement of {[* * ***} ] of Net Sales of Licensed Products (i.e., the offset of 50% of the {[* * ***} ] of Net Sales of Licensed Products payable to the third party is allocated pro rata against Medical School under this Agreement, with {***} 33 1/3% of this net offset of {[* * ***} ] of Net Sales of Licensed Products being allocated to the royalties under this Agreement (the {[* * ***} ] royalty rate under this Agreement divided by the {[* * ***} ] royalty rate under this Agreement plus the {[* * ***} ] royalty rate under the Other Medical School Licenses)).

Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products: (a) in the case of any payments to Medical School under Other Medical School Licenses with respect to Licensed Products under this Agreement, the royalty payment made by Company to Medical School under this Agreement for the applicable Royalty Payment shall be reduced by fifty percent (50%) of the aggregate amounts payable for the same Royalty Period under the Other Medical School Licenses (before making any similar reduction in those payments pursuant to a corresponding reduction clause in those agreements), with a minimum floor of {***} of Net Sales of Licensed Products or {***} of the Sublicense Income to be paid under this Agreement; and (b) in the case of payments to one or more third parties, an offset of fifty percent (50%) of the amount paid to third parties may be taken by Company against any royalties payable by Company to the Medical School under this Agreement with a minimum floor of {***} of Net Sales of Licensed Products or {***} of all Sublicense Income, provided that in no event shall the royalty payments under Section 4.5 and 4.7, when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%); in the case of payments to one or more third parties, Medical School shall receive {***} of the Sublicense Income net of the foregoing third party payments; and (c) in the case of both payments under Other Medical School Licenses and to third parties in the same Royalty Period, the reduction described in (i) above shall first be made, and then the offset described in (ii) above shall be taken, provided that only a pro rata amount of the offset pursuant to (ii) above shall be taken against the royalties payable under this Agreement (with the pro-ration calculated based on the relative royalty rates under this Agreement and the Other Medical School Licenses), with a minimum floor under this Agreement of {***} of Net Sales of Licensed Products and {***} of Sublicense Income. ***The information marked by asterisks on this page has been omitted pursuant to a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission. By way of illustration, assume a royalty of {***} under the Other Medical School Licenses of Net Sales of Licensed Products and a payment of {***} of Net Sales of Licensed Products to a third party. The reduction and offsets calculation would be as follows: (i) The {***} of Net Sales of Licensed Products would be reduced to {***} of Net Sales of Licensed Products (i.e., a reduction of 50% of the {***} of Net Sales of Licensed Products under Other Medical School Licenses); and (ii) The remaining {***} of Net Sales of Licensed Products would be offset by an amount equal to {***} of Net Sales of Licensed Products, for a net royalty to the Medical School under this Agreement of {***} of Net Sales of Licensed Products (i.e., the offset of 50% of the {***} of Net Sales of Licensed Products payable to the third party is allocated pro rata against Medical School under this Agreement, with {***} of this net offset of {***} of Net Sales of Licensed Products being allocated to the royalties under this Agreement (the {***} royalty rate under this Agreement divided by the {***} royalty rate under this Agreement plus the {***} royalty rate under the Other Medical School Licenses)).

Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products: (a) in the case of any payments to Medical School under Other Medical School Licenses with respect to Licensed Products under this Agreement, the royalty payment made by Company to Medical School under this Agreement for the applicable Royalty Payment shall be reduced by fifty percent (50%) of the aggregate amounts payable for the same Royalty Period under the Other Medical School Licenses (before making any similar reduction in those payments pursuant to a corresponding reduction clause in those agreements), with a minimum floor of {***} of Net Sales of Licensed Products or {***} of the Sublicense Income to be paid under this Agreement; and (b) in the case of payments to one or more third parties, an offset of fifty percent (50%) {***} of the amount paid to third parties may be taken by Company against any royalties payable by Company to the Medical School under this Agreement with a minimum floor of {***} of Net Sales of Licensed Products or {***} of all Sublicense Income, provided that in no event shall the royalty payments under Section 4.5 and 4.7, when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%); in the case of payments to one or more third parties, Medical School shall receive {***} of the Sublicense Income net of the foregoing third party payments; andand *** The information marked by asterisks on this page has been omitted pursuant to a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission. (c) in the case of both payments under Other Medical School Licenses and to third parties in the same Royalty Period, the reduction described in (i) above shall first be made, and then the offset described in (ii) above shall be taken, provided that only a pro rata amount of the offset pursuant to (ii) above shall be taken against the royalties payable under this Agreement (with the pro-ration calculated based on the relative royalty rates under this Agreement and the Other Medical School Licenses), with a minimum floor under this Agreement of {***} of Net Sales of Licensed Products and {***} of Sublicense Income. By way of illustration, assume a royalty of {***} under the Other Medical School Licenses of Net Sales of Licensed Products and a payment of {***} of Net Sales of Licensed Products to a third party. The reduction and offsets calculation would be as follows: (i) The {***} of Net Sales of Licensed Products would be reduced to {***} of Net Sales of Licensed Products (i.e., a reduction of 50% of the {***} of Net Sales of Licensed Products under Other Medical School Licenses); and (ii) The remaining {***} of Net Sales of Licensed Products would be offset by an amount equal to {***} of Net Sales of Licensed Products, for a net royalty to the Medical School under this Agreement of {***} of Net Sales of Licensed Products (i.e., the offset of 50% of the {***} of Net Sales of Licensed Products payable to the third party is allocated pro rata against Medical School under this Agreement, with {***} 75% of this net offset of {***} of Net Sales of Licensed Products being allocated to the royalties under this Agreement (the {***} royalty rate under this Agreement divided by the {***} royalty rate under this Agreement plus the {***} royalty rate under the Other Medical School Licenses)).

Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products: (a) in the case of any payments to Medical School under Other Medical School Licenses with respect to Licensed Products under this Agreement, the royalty payment made by Company to Medical School under this Agreement for the applicable Royalty Payment shall be reduced by fifty percent (50%) of the aggregate amounts payable for the same Royalty Period under the Other Medical School Licenses (before making any similar reduction in those payments pursuant to a corresponding reduction clause in those agreements), with a minimum floor of {***} of Net Sales of Licensed Products or {***} of the Sublicense Income to be paid under this Agreement; and (b) in the case of payments to one or more third parties, an offset of fifty percent (50%) {***} of the amount paid to third parties may be taken by Company against any royalties payable by Company to the Medical School under this Agreement with a minimum floor of {***} of Net Sales of Licensed Products or {***} of all Sublicense Income, provided that in no event shall the royalty payments under Section 4.5 and 4.7, when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%); in the case of payments to one or more third parties, Medical School shall receive {***} of the Sublicense Income net of the foregoing third party payments; and (c) in the case of both payments under Other Medical School Licenses and to third parties in the same Royalty Period, the reduction described in (i) above shall first be made, and then the offset described in (ii) above shall be taken, provided that only a pro rata amount of the offset pursuant to (ii) above shall be taken against the royalties payable under this Agreement (with the pro-ration calculated based on the relative royalty rates under this Agreement and the Other Medical School Licenses), with a minimum floor under this Agreement of {***} of Net Sales of Licensed Products and {***} of Sublicense Income. By way of illustration, assume a royalty of {***} under the Other Medical School Licenses of Net Sales of Licensed Products and a payment of {***} of Net Sales of Licensed Products to a third party. The reduction and offsets calculation would be as follows: (i) The {***} of Net Sales of Licensed Products would be reduced to {***} of Net Sales of Licensed Products (i.e., a reduction of 50% of the {***} of Net Sales of Licensed Products under Other Medical School Licenses); and (ii) The remaining {***} of Net Sales of Licensed Products would be offset by an amount equal to {***} of Net Sales of Licensed Products, for a net royalty to the Medical School under this Agreement of {***} of Net Sales of Licensed Products (i.e., the offset of 50% of the {***} of Net Sales of Licensed Products payable to the third party is allocated pro rata against Medical School under this Agreement, with {***} 75% of this net offset of {***} of Net Sales of Licensed Products being allocated to the royalties under this Agreement (the {***} royalty rate under this Agreement divided by the {***} royalty rate under this Agreement plus the {***} royalty rate under the Other Medical School Licenses)).

Third Party Royalties. If Company is legally required to make royalty payments to Medical School under any agreement other than this Agreement (the “Other Medical School Licenses”), or to one or more third parties in the same Royalty Period for which royalties are due under Section 4.5 or 4.7 in order for Company to make, use or sell Licensed Products or have its sublicense make, use, or sell Licensed Products: (a) in the case of any payments to Medical School under Other Medical School Licenses with respect to Licensed Products under this Agreement, the royalty payment made by Company to Medical School under this Agreement for the applicable Royalty Payment shall be reduced by fifty percent (50%) of the aggregate amounts payable for the same Royalty Period under the Other Medical School Licenses (before making any similar reduction in those payments pursuant to a corresponding reduction clause in those agreements), with a minimum floor of {***} of Net Sales of Licensed Products or {***} of the Sublicense Income to be paid under this Agreement; and (b) in the case of payments to one or more third parties, an offset of fifty percent (50%) of the amount paid to third parties may be taken by Company against any royalties payable by Company to the Medical School under this Agreement with a minimum floor of {***} of Net Sales of Licensed Products or {***} of all Sublicense Income, *** The information marked by asterisks on this page has been omitted pursuant to a request for confidential treatment. The omitted information has been filed separately with the Securities and Exchange Commission. provided that in no event shall the royalty payments under Section 4.5 and 4.7, when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%); in the case of payments to one or more third parties, Medical School shall receive {***} of the Sublicense Income net of the foregoing third party payments; and (c) in the case of both payments under Other Medical School Licenses and to third parties in the same Royalty Period, the reduction described in (i) above shall first be made, and then the offset described in (ii) above shall be taken, provided that only a pro rata amount of the offset pursuant to (ii) above shall be taken against the royalties payable under this Agreement (with the pro-ration calculated based on the relative royalty rates under this Agreement and the Other Medical School Licenses), with a minimum floor under this Agreement of {***} of Net Sales of Licensed Products and {***} of Sublicense Income. By way of illustration, assume a royalty of {***} under the Other Medical School Licenses of Net Sales of Licensed Products and a payment of {***} of Net Sales of Licensed Products to a third party. The reduction and offsets calculation would be as follows: (i) The {***} of Net Sales of Licensed Products would be reduced to {***} of Net Sales of Licensed Products (i.e., a reduction of 50% of the {***} of Net Sales of Licensed Products under Other Medical School Licenses); and (ii) The remaining {***} of Net Sales of Licensed Products would be offset by an amount equal to {***} of Net Sales of Licensed Products, for a net royalty to the Medical School under this Agreement of {***} of Net Sales of Licensed Products (i.e., the offset of 50% of the {***} of Net Sales of Licensed Products payable to the third party is allocated pro rata against Medical School under this Agreement, with {***} 33 1/3% of this net offset of {***} of Net Sales of Licensed Products being allocated to the royalties under this Agreement (the {***} royalty rate under this Agreement divided by the {***} royalty rate under this Agreement plus the {***} royalty rate under the Other Medical School Licenses)).